CIVITAS SOCIAL HOUSING PLC

(the “Company”)

Result of Annual General Meeting

The Company announced that at the Annual General Meeting held on 2 August 2018 all resolutions were passed on a show of hands, including the following resolutions:

Resolution 11 (ordinary resolution): To authorise the Directors to allot Ordinary shares pursuant to Section 551 of the Companies Act 2006.

Resolution 12 (special resolution): To authorise the Directors to allot equity securities for cash pursuant to Sections 570 and 573 of the Companies Act 2006 otherwise than in accordance with statutory pre-emption rights.

Resolution 13 (special resolution): To authorise the Directors to make market purchases of the Company’s own Ordinary shares.

Resolution 14 (special resolution): To authorise the Directors to make market purchases of the Company’s own C shares.

Resolution 15 (special resolution): To hold general meetings (other than annual general meetings) on 14 clear days’ notice.

The proxy votes received in relation to the resolutions were as follows:

Resolutions Votes For Votes Against Votes at Chairman’s Discretion Votes Withheld
Resolution 1 122,393,825 0 3,660 170,712
Resolution 2 92,614,236 29,950,300 3,660 0
Resolution 3 122,564,537 0 3,660 0
Resolution 4 112,557,753 10,006,783 3,660 0
Resolution 5 122,508,054 56,483 3,660 0
Resolution 6 122,508,054 56,483 3,660 0
Resolution 7 112,557,753 10,006,783 3,660 0
Resolution 8 122,564,537 0 3,660 0
Resolution 9 122,564,537 0 3,660 0
Resolution 10 122,564,537 0 3,660 0
Resolution 11 122,562,325 2,212 3,660 0
Resolution 12 122,529,603 7,854 3,660 27,080
Resolution 13 122,559,683 4,854 3,660 0
Resolution 14 122,559,683 4,854 3,660 0
Resolution 15 120,259,692 2,300,845 3,660 4,000

 

The Board has noted the substantial votes against Resolution 2, the Directors’ Remuneration Report. The Board is aware that the recommendation to vote against this specific resolution came from PIRC and was due to the increase in the Chairman’s fee.  The Board notes that ISS recommended to vote in favour of this resolution.

During the period under review, the non-executive Directors’ fees were increased from £30,000 to £32,000 per annum and the non-executive Chairman’s fee was increased from £35,000 to £50,000 per annum.  As part of the discussion to increase the fees, the Board carried out a benchmarking exercise looking at comparative fees of other REIT’s and noted that the previous levels of fees were below the market average. The Board also noted the market capitalisation of the Company, the number of transactions being undertaken and the number of additional Board meetings that were being held as a result. There were 19 meetings held during the year.

A copy of the full text of Resolutions 11 to 15 will be submitted to the National Storage Mechanism and will shortly be available for inspection at www.morningstar.co.uk/uk/NSM

LEI: 213800PGBG84J8GM6F95

 

For further information, please contact:

 

Civitas Housing Advisors Limited

Paul Bridge                   Tel: +44 (0)20 3058 4844

Andrew Dawber             Tel: +44 (0)20 3058 4846

 Cenkos Securities PLC

Sapna Shah                  Tel: +44 (0)20 7397 1922

Tom Scrivens                Tel: +44 (0)20 7397 1915

Pagefield

Philip Dennis                 Tel: +44 (0)7947 868206

David Leslie                  Tel: +44 (0)7584 070274

Notes:

Civitas Social Housing PLC is the first Real Estate Investment Trust offering pure play exposure to social housing in England and Wales. The Company is managed by Civitas Housing Advisors Limited.  The Company is listed on the premium listing segment of the Official List of the Financial Conduct Authority and was admitted to trading on the main market for listed securities of the London Stock Exchange in November 2016.

 

 

 

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